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33334.14(x)(4). <br />8. Transfer and Encumbrance. <br />8.1 Restrictions on Transfer and Encumbrance. During the term of this <br />Agreement, except as permitted pursuant to the OPA or this Agreement, Owner shall <br />not directly or indirectly, voluntarily, involuntarily or by operation of law make or attempt <br />any total or partial sale, transfer, conveyance, assignment or lease (collectively, <br />"Transfer") of the whole or any part of the Property, the Project, or the improvements <br />located on the Property, without the prior written consent of the Agency, which approval <br />shall not be unreasonably withheld. In addition, prior to the expiration of the term of <br />this Agreement, except as expressly permitted by this Agreement or the OPA, Owner <br />shall not undergo any significant change of ownership without the prior written approval <br />of Agency. For purposes of this Agreement, a "significant change of ownership" shall <br />mean a transfer of the beneficial interest of more than twenty-five percent (25%) in <br />aggregate of the present ownership and /or control of Owner, taking all transfers into <br />account on a cumulative basis; provided however, neither the admission of an investor <br />limited partner, nor the transfer by the investor limited partner to subsequent limited <br />partners shall be restricted by this provision. <br />8.2 Permitted Transfers. Notwithstanding any contrary provision hereof, the <br />prohibitions on Transfer set forth herein shall not be deemed to prevent: (i) the <br />granting of easements or permits to facilitate development of the Property; (ii) the <br />dedication of any property required pursuant to the OPA; (iii) the lease of individual <br />dwelling units to tenants for occupancy as their principal residence in accordance with <br />this Agreement or the lease of any commercial space to commercial tenants; (iv) <br />assignments creating security interests for the purpose of financing the acquisition, <br />construction, or permanent financing of the Project or the Property in accordance with <br />the OPA, or Transfers directly resulting from the foreclosure of, or granting of a deed in <br />lieu of foreclosure of, such a security interest; (v) a Transfer to an entity which is under <br />the direct control of BRIDGE Housing corporation, a California nonprofit public benefit <br />corporation ("Controlled Affiliate"); (vi) the admission of limited partners and any <br />transfer of limited partnership interests in accordance with Owner's agreement of <br />limited partnership (the "Partnership Agreement"), provided that the Partnership <br />Agreement and/or the instrument of Transfer provides for development and operation of <br />the Property and Project in a manner consistent with the OPA and this Agreement; (vii) <br />the removal of the general partner by the investor limited partner for a default under the <br />Partnership Agreement, provided the replacement general partner is reasonably <br />satisfactory to Agency; or (viii) the transfer of the General Partner's interest to a <br />nonprofit entity that is tax-exempt under Section 501(c)(3) of the Internal Revenue <br />Code of 19$6 as amended, provided such replacement general partner is reasonably <br />satisfactory to Agency. <br />In addition, Agency shall not withhold its consent to the sale, transfer or other <br />disposition of the Project, in whole or in part, provided that (1) the Project is and shall <br />continue to be operated in compliance with this Agreement; (2) the transferee expressly <br />assumes all obligations of Owner imposed by this Agreement; (3) the transferee <br />li,~cgi~-_~ 1 3 <br />